1. This price represents the price per share of common stock of Sears Holdings Corporation, par value $0.01 per share (the "Shares"), of a private sale to ESL Partners, L.P. ("Partners")

2. This price represents the price per Share of a private sale to Edward S. Lampert.

3. Following the transactions reported herein, the aggregate beneficial ownership of Shares by Mr. Lampert, Partners and their affiliates remained unchanged. As previously disclosed, Partners and Mr. Lampert have no pecuniary interest in the Shares held by ESL Investors L.L.C.

Remarks:

Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), the Reporting Person may be deemed to be the beneficial owner of the securities reported herein only to the extent of its pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.